Chilean Cobalt Corp. (COBA) enters REE earn-in deal with NeoRe in Chile

Rhea-AI Filing Summary

Chilean Cobalt Corp. reported that it has entered into a binding earn-in and option agreement with NeoRe SpA, a privately held Chilean company, for an ionic adsorption clay-style rare earth element (REE) project. The arrangement gives Chilean Cobalt the right to acquire the project in exchange for 6,000,000 common shares if it proceeds to an outright purchase.

Under the agreement, the company may provide NeoRe with up to a maximum of $3,000,000 to fund a phased development strategy and secure an option over approximately 4,250 hectares of a REE system enriched with yttrium, neodymium, dysprosium, and terbium, which are described as critical to defense and advanced manufacturing supply chains. If the option is not exercised, Chilean Cobalt would receive a net smelter royalty of as much as 2%, depending on the development phase reached. The company expects development scale-up over approximately 12–24 months, and NeoRe may earn additional bonus shares by meeting permitting and production targets to be agreed in a future definitive acquisition agreement.

Insights

Mining sector analyst

Chilean Cobalt secures a structured REE earn-in with capped spend and royalty fallback.

Chilean Cobalt Corp. has signed a binding earn-in and option agreement with NeoRe SpA, committing up to $3,000,000 to advance an ionic adsorption clay-style REE project covering about 4,250 hectares. In return, it gains an option to acquire the project for 6,000,000 common shares, positioning the company for potential exposure to yttrium, neodymium, dysprosium, and terbium, which are stated as important for defense and advanced manufacturing.

The deal structure shares risk: if the option is not exercised, Chilean Cobalt is entitled to a net smelter royalty of up to 2%, scaled by the development phase achieved. The company expects development scale-up over roughly 12–24 months, subject to technical, regulatory, and market conditions, so actual outcomes will depend on NeoRe’s ability to advance permitting and production. A later definitive acquisition agreement is expected to set detailed conditions precedent, project management, and environmental, social and governance commitments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 8, 2026

CHILEAN COBALT CORP.

(Exact name of registrant as specified in its charter)

Nevada		333-268335		82-3590294
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1199 Lancaster Ave, Suite 107

Berwyn, Pennsylvania 19312

(Address of principal executive offices)

(484) 580-8697

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On January 14, 2026, Chilean Cobalt Corp. (the “Company”) issued a press release announcing it has entered into a binding earn-in and option agreement with NeoRe SpA, a privately-held Chilean company (together with its subsidiaries, “NeoRe”) that affirms and expands the terms as outlined in the non-binding Letter of Intent that was referenced in a press release on November 12, 2025. The Company will provide limited capital towards a phased development strategy, which would lead to an option for outright purchase of the an ionic adsorption clay-style REE project in exchange for 6,000,000 common shares of the Company. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On January 8, 2026, the Company entered into a binding earn-in and option agreement with NeoRe. Pursuant to the terms of the earn-in and option agreement, which offer an exclusive due diligence period, the Company agreed to provide NeoRe with up to a maximum of $3,000,000USD to earn the option to acquire approximately 4,250 hectares of an ionic adsorption clay-style REE system enriched with yttrium, neodymium, dysprosium, and terbium, elements critical to defense and advanced manufacturing supply chains. If the option is not exercised, the Company will otherwise receive a Net Smelter Royalty (“NSR”) for capital provided of as much as 2%, dependent on the phase of development achieved. The Company expects the development scale-up to occur over approximately 12-24 months, subject to technical, regulatory, and market conditions. NeoRe may earn additional bonus shares by meeting certain permitting and production targets to be agreed upon by both parties. A definitive agreement for acquisition would outline the conditions precedent, project management and environmental, social and governance commitments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release issued by Chilean Cobalt Corp. on January 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHILEAN COBALT CORP
Dated: January 14, 2026	By:	/s/ Duncan T. Blount
	Name:	Duncan T. Blount
	Title:	Chief Executive Officer

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FAQ

What agreement did Chilean Cobalt Corp. (COBA) enter with NeoRe SpA?

Chilean Cobalt Corp. entered into a binding earn-in and option agreement with NeoRe SpA, giving it an option to acquire an ionic adsorption clay-style REE project in Chile in exchange for 6,000,000 common shares if it proceeds to an outright purchase.

How much capital will Chilean Cobalt Corp. (COBA) provide under the NeoRe earn-in?

The company agreed to provide NeoRe with up to a maximum of $3,000,000 to support a phased development strategy and earn the option over the REE project.

What size and type of REE project is involved in Chilean Cobalt Corp.’s deal?

The agreement covers approximately 4,250 hectares of an ionic adsorption clay-style REE system enriched with yttrium, neodymium, dysprosium, and terbium, elements described as critical to defense and advanced manufacturing supply chains.

What happens if Chilean Cobalt Corp. does not exercise its option to acquire the NeoRe project?

If the option is not exercised, Chilean Cobalt will receive a Net Smelter Royalty (NSR) of as much as 2%, with the exact rate depending on the phase of development achieved with the capital it provided.

Over what timeframe does Chilean Cobalt Corp. expect development scale-up with NeoRe?

The company expects the development scale-up for the REE project to occur over approximately 12–24 months, subject to technical, regulatory, and market conditions.

Can NeoRe earn additional Chilean Cobalt Corp. shares under this agreement?

NeoRe may earn additional bonus shares of Chilean Cobalt Corp. by meeting certain permitting and production targets, which are to be agreed by both parties and detailed in a future definitive acquisition agreement.